Promissory Note dated September 26, 2017
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EX-10.2 3 ex10_2.htm EXHIBIT 10.2
Exhibit 10.2
PROMISSORY NOTE
(this "Note")
(this "Note")
$5,500,000.00 | September 26, 2017 |
FOR VALUE RECEIVED and WITHOUT GRACE (except to the extent, if any, provided in the Term Loan Agreement referred to hereinafter), the undersigned ("Maker") promises to pay to the order of BROOKFIELD BRP HOLDINGS (CANADA) INC., a corporation formed under the laws of Ontario ("Payee"), at the Principal Office (as such term is defined in the Term Loan Agreement referred to hereinafter), the sum of FIVE MILLION FIVE HUNDRED THOUSAND AND 00/100 CANADIAN DOLLARS (Can$5,500,000.00) or so much thereof as may remain unpaid pursuant to the Term Loan Agreement dated September 26, 2017 by and among Maker and Payee (as amended, supplemented, restated or otherwise modified from time to time, the "Loan Agreement"), together with interest at the rates and calculated as provided in the Loan Agreement.
Reference is hereby made to the Loan Agreement for matters governed thereby, including, without limitation, certain events which will entitle the holder hereof to accelerate the maturity of all amounts due hereunder. Capitalized terms used but not defined in this Note shall have the respective meanings assigned to such terms in the Loan Agreement.
This Note is issued pursuant to, is the "Note" under and is payable as provided in the Loan Agreement. Subject to compliance with applicable provisions of the Loan Agreement, Maker may at any time prepay the full amount or any part of the Loan Balance evidenced by this Note, subject, where applicable, to the payment of a Make Whole Premium, but such payment shall not, until this Note is fully paid and satisfied, excuse the payment as it becomes due of any payment on this Note provided for in the Loan Agreement.
Without being limited thereto or thereby, this Note is secured by the Security Documents.
THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.
(Signatures appear on following pages)
MAKER: POWIN ENERGY ONTARIO STORAGE II, LP, a limited partnership formed under the laws of Ontario | |
By: | Powin Energy Storage 2, Inc., a corporation Formed under the laws of British Columbia, its general partne |
By: | /s/ Geoff Brown |
Name: | Geoff Brown |
Title: | Director |
(Signature Page to Promissory Note)